ACI
Worldwide (NASDAQ: ACIW), a leading international provider of
payment systems, and Online
Resources (NASDAQ: ORCC), a leading provider of online banking and
full-service bill pay solutions, today announced that they have entered
into a definitive transaction agreement. Under the terms of the
agreement, ACI Worldwide will acquire Online Resources in an all cash
transaction for $3.85 per share. The boards of directors of both
companies have approved the transaction. ACI Worldwide will hold a
conference call on January 31, 2013, at 8:30 a.m. EST to discuss this
information. Interested persons may access a real-time audio broadcast
of the teleconference at http://www.aciworldwide.com/investorrelations
or use the following numbers for dial-in participation: US/Canada: (866)
914-7436, International/Local: +1 (817) 385-9117. Please provide your
name, the conference name ACI Worldwide and conference code 95383321.
There will be a replay available for two weeks on (855) 859-2056 for
US/Canada dial-in and +1 (404) 537- 3406 for International/Local dial-in
participants.

The integration of ACI Worldwide and Online Resources will make
available to financial institutions the preeminent online and mobile
banking, bill payment and presentment solutions. ACI Worldwide is
recognized as the leader in the U.S.
Large Bank Market for 2012 and a Company to Watch in 2013 by Aite
Group. The addition of Online Resources’ payment and presentment
capabilities will benefit customers by giving them the choice and
flexibility to address a broader set of needs from a single integrated
source.

The acquisition would also broaden ACI Worldwide’s customer base with
the addition of 1,000 banks, credit unions, billers, credit card
issuers, and other credit and payment service providers.

“Built on our heritage of producing highly reliable and trusted
solutions, ACI Worldwide’s mission is to deliver universal payment
solutions that provide control, choice and flexibility to our customers
while maintaining their peace of mind,” said Philip Heasley, President
and CEO of ACI Worldwide. “Online Resources’ robust product set and
talented employee base of online banking and payment experts is
well-aligned with this focus and our desire to lead in a category
undergoing accelerating change.”

“I believe the combination of the two companies will allow the Online
Resources product suite to now achieve its full potential in the Banking
and Biller Markets, provide even better services and functionality for
our clients and customers, and create additional opportunity for our
dedicated and hardworking employees,” said Joe L. Cowan, President and
Chief Executive Officer of Online Resources.

Online Resources is a leading provider of hosted online banking and bill
payment solutions, providing its services to over 1,000 financial
institutions and billers. The company processes over 245 million bill
payment transactions annually. Backed by its proprietary payments
engine, Online Resources’ bill payment solutions connect over 9,000
billers.

The acquisition strengthens ACI Worldwide’s leadership in the online
channel with the addition of complementary online banking and
full-service bill payment solutions for financial institutions and
billers. The pro forma financial implications of the transaction are
compelling. ACI Worldwide anticipates that with Online Resources it will
achieve annual cost synergies of approximately $19.5 million. The
transaction is expected to be accretive to full year non-GAAP earnings
in 2013.

For the last twelve months ending September 30, 2012, the companies
combined generated pro forma revenue of approximately $860 million and
adjusted EBITDA of $182 million. The acquisition is being financed with
a new $300 million Incremental Term Loan. ACI Worldwide has received
fully committed financing for the transaction from Wells Fargo Bank, N.A.

Terms of the Transaction

ACI Worldwide and Online Resources have entered into a definitive
transaction agreement under which ACI Worldwide would acquire Online
Resources for $3.85 per share in cash in a transaction valued at an
enterprise value of approximately $263 million, which includes the
redemption of Online Resources’ preferred stock. ACI Worldwide will
commence a cash tender offer to purchase all outstanding shares of
common stock of Online Resources no later than February 15, 2013.

Upon the successful closing of the tender offer, stockholders of Online
Resources will receive $3.85 per share in cash for each share of Online
Resources common stock validly tendered and not validly withdrawn in the
offer, without interest and less any applicable withholding taxes. ACI
Worldwide will file with the U.S. Securities and Exchange Commission
(SEC) a tender offer statement on Schedule TO which sets forth in detail
the terms of the tender offer. Additionally, Online Resources will file
with the SEC a solicitation/recommendation statement on Schedule 14D-9
that includes the recommendation of Online Resources’ board of directors
that Online Resources stockholders accept the tender offer and tender
their shares.

The tender offer will expire at 12:00 midnight New York City time,
twenty business days after the tender is launched unless extended in
accordance with the transaction agreement and the applicable rules and
regulations of the SEC.

Offering materials will be available on the SEC’s website at
www.sec.gov. Online Resources stockholders are urged to read the
offering materials filed by ACI Worldwide, as well as materials filed by
Online Resources relating to the tender offer, which contain important
information about the tender offer.

Timing

The closing of the tender offer is subject to customary terms and
conditions, and is anticipated to close at the end of first quarter of
2013.

Advisors

Wells Fargo Securities is serving as financial advisor to ACI Worldwide,
and Jones Day is serving as its legal advisor. Raymond James &
Associates Inc. is serving as financial advisor to Online Resources,
SunTrust Robinson Humphrey, Inc. provided certain financial advice to
the Special Committee of the Board of Directors, and Morris, Manning &
Martin, LLP is serving as its legal advisor.

About ACI Worldwide

ACI Worldwide (NASDAQ: ACIW) powers electronic payments and banking for
more than 1,650 financial institutions, retailers and processors around
the world. ACI Worldwide software enables $12 trillion in payments each
day, processing transactions for 14 of the leading global retailers, and
24 of the world’s 25 largest banks. Through our integrated suite of
software products and hosted services, we deliver a broad range of
solutions for payments processing, card and merchant management, online
banking, mobile, branch and voice banking, fraud detection, and trade
finance. To learn more about ACI Worldwide and the reasons why our
solutions are trusted globally, please visit www.aciworldwide.com.
You can also find us on www.paymentsinsights.com
or on Twitter
@ACI_Worldwide.

About Online Resources

Online Resources (NASDAQ: ORCC) powers financial interactions between
millions of consumers and the company's financial institution and biller
clients. Backed by its proprietary payments gateway that links banks
directly with billers, Online Resources provides web and phone-based
financial services, electronic payments and marketing services to drive
consumer adoption. Founded in 1989, Online Resources is the largest
financial technology provider dedicated to the online channel. For more
information, visit www.orcc.com.

Forward-Looking Statements

This press release contains forward-looking statements based on current
expectations that involve a number of risks and uncertainties. All
statements, other than statements of historical fact, are statements
that could be deemed forward-looking statements, including statements
about the planned completion of the tender offer and the merger. No
forward-looking statement can be guaranteed and actual results may
differ materially from those that ACI and Online Resources project.
Numerous risks, uncertainties and other factors may cause actual results
to differ materially from those expressed in any forward-looking
statement, many of which are outside of the control of management. These
factors include, but are not limited to: (1) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the transaction agreement; (2) successful completion of
the proposed transaction on a timely basis; (3) the impact of regulatory
reviews on the proposed transaction; (4) the outcome of any legal
proceedings that may be instituted against one or both of ACI and Online
Resources and others following the announcement of the definitive
transaction agreement; (5) risks that the proposed transaction disrupts
current plans and operations and the potential difficulties in employee
retention as a result of the transaction; and (6) other factors
described in ACI's and Online Resources’ filings with the SEC, including
their respective reports on Forms 10-K, 10-Q, and 8-K. Except to the
extent required by applicable law, neither ACI nor Online Resources
undertakes any obligation to revise or update any forward-looking
statements, or to make any other forward-looking statements, whether as
a result of new information, future results or otherwise.

ACI Worldwide, ACI Worldwide Payment Systems, the ACI Worldwide logo and
all ACI Worldwide product names are trademarks or registered trademarks
of ACI Worldwide, Inc., or one of its subsidiaries, in the United
States, other countries or both. Other parties’ trademarks referenced
are the property of their respective owners.

Product roadmaps are for informational purposes only and may not be
incorporated into a contract or agreement. The development release and
timing of future product releases remains at ACI Worldwide sole
discretion. ACI Worldwide is providing the following information in
accordance with ACI Worldwide’s standard product communication policies.
Any resulting features, functionality, and enhancements or timing of
release of such features, functionality, and enhancements are at the
sole discretion of ACI Worldwide and may be modified without notice. All
product roadmap or other similar information does not represent a
commitment to deliver any material, code, or functionality, and should
not be relied upon in making a purchasing decision.

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